(indieWIRE/ 02.15.01) -- With "The Price of Milk," New Zealand director Harry Sinclair does an about face from his previous film, "Topless Women Talk About Their Lives," a free-wheeling ensemble comedy about 20-something relationships that swept his native country's awards in 1997. Scrappily shot on 16 mm a couple days a week, "Topless Women" seems a far cry from the lavish green New Zealand landscapes and sumptuous Super 35 mm magical realism of "Price of Milk," a comic love story about "a man, a woman, and 117 cows," as the ad copy suggests just in time for its Valentine's Day release yesterday in New York. (Lot 47 opens the film wider on March 2).

What's so remarkable about Sinclair's ambitious second film, though, is that he actually shot it in the same improvisational manner as his first: no script (only an outline), a small crew (only 15 people), a tiny budget (less than a million U.S. dollars) and an erratic shooting schedule (two to three days a week over seven months). How did he do it? Sinclair spoke to indieWIRE's Anthony Kaufman about shooting without a script, working on Super 35 mm film, no-cost dream-like effects, and Maori golf clubs.

indieWIRE: Your last film "Topless Women" wasn't anything like this. It's not nearly as stylized as this one? Why the radical change?

Harry Sinclair: "Topless Women" had a reasonable amount of success and everybody expected me to make something else like that. In fact, I expected myself to make something like that. And I was going to make something of a sequel. Because by the time I made the feature film, we had already made a TV series and we had worked together a long time and it felt good. So, I think, okay, I'll make another film like that, because that seemed like the right thing to do. But then I thought: I'll set it out in the country, because I wanted something visual. So I imagined it was the same people, but they had moved to the country, which is something that people do in New Zealand.

But driving around, I couldn't get the radio station that I normally listen to, and I heard this Russian music. And there really was this moment where I thought, "If I can make a film that this music will work in, that would be completely different." I think this idea stuck in my head, because I realized I wanted to take a risk, and jump into a whole new thing. I felt that I was just going to make a not-quite-as-good "Topless Women" if I did it again. So I felt a lot of pressure on me, because "Topless Women" had done well, especially in New Zealand, so I think something in me really wanted to jump into a whole different thing.

"So I started to think about romance, and where the screen opens out to the edges and make something that felt like 'Dr. Zhivago,' but with less than US $1 million and only two or three actors."

So I started to think about romance, and where the screen opens out to the edges and its Cinemascope, and make something that felt like "Dr. Zhivago," but with less than US $1 million and only two or three actors. So I thought: I'll do some of the things I've always wanted to do. And then I started thinking about the landscape and then the cinematographer Leon Narbey got involved. And I think a lot of the look of the thing has a lot to do with him. He's a wonderful artist and made movies himself ["Illustrious Energy"]. It was so exciting to do something different. I've always liked fantastical things...

iW: In your previous work, was there any element of the surrealism that you have in "Price of Milk"?

Sinclair: Not really, no.

iW: So you made up the film as you went along, sort of like in "Topless Women," yes?

Sinclair: We only shoot 2 to 3 days a week. I have an outline of the story and I write the detail as we go along. Something like Karl Urban losing his voice, I was late to the set because I thought of that 2 hours before I shot that scene. I stumbled upon this way of working when I was doing "Topless Women," because we were just shooting on the weekends, because we had no money and that's the only time everyone was free. Then we got some money and I asked myself, "Should we start shooting like everyone else?" And I thought no, because I found it so creative to let things evolve from week to week and do the writing and editing and then shoot some more. And now I'm making my third film like that, with no script.

iW: Because of money, I don't think anyone here could afford to do that -- and getting people to commit over long periods?

Sinclair: It does get difficult to get people to commit for 6 months.

iW: But people are willing to do it.

Sinclair: They are. Thank God. A lot of actors really love it. Because they just turn up, I hand them the script, and they shoot it. Some actors, like Karl, found it quite hard, because he likes to do his homework. But there was no homework to do. So he couldn't study his role, because I didn't know what we were doing next. I love working like that, because I think my last minute ideas are often quite good -- and if I think about them very long, I get rid of all the little stuff that makes them really interesting. The reason why I stuck to this way of working is because before this, I wrote three whole feature films and looking back at them, they're not very good. And I really struggled to make them as good as I possibly could, and they're not. I'm so down on my own work if I leave it lying down for a few days, I'll kill it.

iW: I find it remarkable. It takes a certain kind of people to be open to that. There's so much at stake.

Sinclair: I find the scariness creative.

iW: So don't be afraid to be too technical, how did you work with the colors? Can you talk about that process to get that sumptuous look? I doubt that's how it came out when you shot?

Sinclair: That's exactly how it came out when we shot. We didn't use any filters. We just pointed the camera, with nothing in front of it, at the landscape and that's it.

iW: Really? I'm dumbfounded.

Sinclair: I think it looks good, too. That's what it looks like. We just graded the film, so the colors would match and tried to keep it as sumptuous, as you say, as possible. In fact, when you go through the Super 35 process, the squeeze process, it actually desaturates the color, so before, when it was just a standard 35, it was brighter.

I was thinking, before I made this film, I met the guy who directed "The Life of Jesus," Bruno Dumont. I was in Hof in Germany, and I saw him waiting to leave Hof in the foyer of the hotel; and I just had to ask him, did you use any filters; how did you get that look? And he said, "That's what it looks like there. That's what the light is like."

iW: Were there any challenges you found in shooting for Super 35mm?

Sinclair: It's a little more exacting, in terms of things like focus, including things you don't want. And everything is bigger. But it's not that difficult to do, as long as you frame it right. I love widescreen, because when I watch a widescreen film, I feel like I'm entering into it more. People talk about widescreen as if you would do that only if it's a landscape film -- which "Price of Milk" kind of is -- but I don't think it's like that. For me, making film is about making it as different as possible as watching TV.